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OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS,
ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (THE
“UNITED STATES”), AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION
OF THE PEOPLE’S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH
THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Oslo, 3 September 2026: Reference is made to the stock exchange announcement by
Thor Medical ASA (the “Company”) on 3 September 2026 regarding a contemplated
private placement of approx. 15% of the outstanding shares in the Company (the
“Private Placement”) and a separate retail offering of new shares in the
Company, raising gross proceeds of up to the NOK equivalent of EUR 1 million,
facilitated by Nordnet Bank AB (the “Retail Offering”).
Thor Medical is pleased to announce that the Private Placement and the Retail
Offering have been successfully completed.
The Company has allocated 60,260,000 new shares in the Private Placement (the
“Private Placement Shares”) and 2,240,000 new shares in the Retail Offering (the
“Retail Shares”, and together with the Private Placement Shares, the “Offer
Shares”), in each case at a subscription price of NOK 4.80 (the “Offer Price”),
raising aggregate gross proceeds of NOK 300 million.
The Private Placement attracted strong interest from both existing shareholders
and new high-quality international investors. Both the Private Placement and the
Retail Offering were multiple times over-subscribed, and the Company has
allocated shares to approximately 1,000 retail investors in the Retail Offering.
The net proceeds from the Private Placement and Retail Offering will be used to
support the Company’s entry into the US market through the establishment of
downstream production capabilities and commercial infrastructure for Pb-212, to
expand and diversify feedstock access, as well as for working capital and other
corporate purposes.
Scatec Innovation AS, close associate of John Andersen, chair of the Board (as
defined below), has been allocated 5,208,333 Offer Shares at the Offer Price.
Further details regarding the allocation of Offer Shares to close associates of
primary insiders will be released in a separate announcement.
The Offer Shares will be issued pursuant to the authorization to issue new
shares (the “Board Authorisation”) granted by the annual general meeting of the
Company held on 23 April 2026.
Settlement is expected to take place on or about 8 September 2026. The Offer
Shares is expected to be settled on a delivery-versus-payment (DVP) basis by
delivery of existing and unencumbered shares in the Company that are already
traded on Euronext Oslo Børs pursuant to a share lending agreement between the
Company, the Managers (as defined below), and Scatec Innovation AS as the lender
(the “Share Lending Agreement”). The Offer Shares will thus be tradable on
Euronext Oslo Børs immediately following notification of allocation.
Based on the Board Authorisation, the board of directors (the “Board”) has
resolved to issue the Offer Shares, all of which will be subscribed by the
Managers and, once issued, will be delivered to Scatec Innovation AS as
settlement of shares borrowed in relation to settlement of the Private Placement
and the Retail Offering under the Share Lending Agreement.
Following registration of the share capital increases pertaining to the Private
Placement and the Retail Offering with the Norwegian Register of Business
Enterprises, the Company will have a share capital of NOK 84,500,364 divided
into 422,501,820 shares, each with a nominal value of NOK 0.20.
Notifications of allotment of the Offer Shares and payment instructions are
expected to be distributed to the applicants through a notification from the
Managers on or about 4 September 2026.
Equal treatment considerations and potential subsequent offering
The Private Placement and the Retail Offering represent a deviation from the
shareholders’ pre-emptive right to subscribe for the Offer Shares. The Board has
carefully considered the structure of the equity raise in light of the equal
treatment obligations under the Norwegian Public Limited Companies Act and the
Norwegian Securities Trading Act. The Board is of the view that it will be in
the common interest of the Company and its shareholders to raise equity through
a private placement, in particular because the Private Placement enables the
Company to secure equity financing to accommodate the Company’s strategic
funding of its entry into the US market. Further, a private placement will
reduce execution and completion risk, as it enables the Company to raise equity
efficiently and in a timely manner, with a lower discount to the current trading
price, at a lower cost and with a significantly reduced completion risk compared
to a rights issue. Lastly, it has been emphasised that the Retail Offering has
provided an opportunity for existing shareholders who were not able to
participate in the Private Placement to participate in the equity injection,
thereby promoting broader shareholder participation.
On this basis, the Board has considered the Private Placement to be in the
common interest of the Company and its shareholders.
The Board has resolved an intention to carry out a subsequent offering (the
“Subsequent Offering”) of up to 9,400,000 new shares with gross proceeds of up
to NOK 45,120,000 at the Offer Price, directed towards existing shareholders in
the Company as of 3 September 2026, as registered in the VPS two trading days
thereafter, who (i) were not allocated Private Placement Shares and (ii) are not
resident in a jurisdiction where such offering would be unlawful, or would (in
jurisdictions other than Norway) require any prospectus filing, registration or
similar action. Any Subsequent Offering will be subject to (i) the prevailing
market price of the Company’s shares and (ii) relevant corporate resolutions
being passed by the Company. The Company will issue a separate stock exchange
announcement with further details on the Subsequent Offering if and when finally
resolved.
Advisors
ABG Sundal Collier ASA and Arctic Securities AS are acting as managers and joint
bookrunners (collectively referred to as the “Managers”) in connection with the
Private Placement and the potential Subsequent Offering. Advokatfirmaet Selmer
AS is acting as legal advisor to Thor Medical ASA.
Contacts
Mathias Nilsen Reierth, Head of Communications and Corporate Affairs, +47 988 05
724, mathias.reierth@thormedical.com
ABOUT THOR MEDICAL ASA
Thor Medical is a leading supplier of high-purity isotopes to the
radiopharmaceutical industry. The Company’s proprietary production platform
combines advanced separation technology with industrial-scale manufacturing
capacity to deliver a reliable, scalable and cost-efficient supply of
alpha-emitting radioisotopes. Thor Medical supports radiopharmaceutical
companies from early-stage development to commercialization, enabling scale-up
of next-generation targeted cancer therapies.
Thor Medical’s product portfolio includes lead-212 (Pb-212) and its precursor
isotopes thorium-228 (Th-228) and radium-224 (Ra-224). Based on naturally
occurring thorium, Thor Medical’s production process requires neither
irradiation nor nuclear reactors, providing significant cost advantages while
minimizing radioactive waste.
Guided by its vision to become a world-leading enabler for targeted cancer
therapies, Thor Medical is committed to improving millions of lives by powering
the next generation of precision cancer treatment with high-purity isotopes.
Thor Medical is headquartered in Oslo, Norway, and listed on the Oslo Stock
Exchange under the ticker symbol TRMED. For more information, visit
https://www.thormedical.com/.
IMPORTANT NOTICE
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation (MAR) and is subject to the disclosure requirements
pursuant to Section 5-12 of the Norwegian Securities Trading Act. The stock
exchange announcement was published by Mathias Nilsen Reierth, Head of
Communications and Corporate Affairs of Thor Medical ASA, at the time and date
stated above in this announcement.
This announcement is not and does not form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities of the Company. Copies of
this announcement are not being made and may not be distributed or sent into any
jurisdiction in which such distribution would be unlawful or would require
registration or other measures.
The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the “Securities
Act”), and accordingly may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act and in accordance with applicable U.S. state securities laws.
The Company does not intend to register any part of the offering in the United
States or to conduct a public offering of securities in the United States. Any
sale in the United States of the securities mentioned in this announcement will
be made solely to “qualified institutional buyers” as defined in Rule 144A under
the Securities Act.
This announcement is an advertisement and is not a prospectus for the purposes
of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14
June 2017 (the “EU Prospectus Regulation”) (together with any applicable
implementing measures in any Member State). All of the securities referred to in
this announcement have been offered by means of a set of subscription materials
provided to potential investors. Investors should not subscribe for any
securities referred to in this announcement except on the basis of information
contained in the aforementioned subscription materials.
In any EEA Member State, this communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of the
Prospectus Regulation, i.e., only to investors who can receive the offer without
an approved prospectus in such EEA Member State. The “Prospectus Regulation”
means Regulation (EU) 2017/1129, as amended (together with any applicable
implementing measures) in any Member State.
This communication is only directed at and is only being distributed to persons
who are “qualified investors” as defined in paragraph 15 of Schedule 1 to the
Public Offers and Admissions to Trading Regulations 2024, and who are: (i)
persons having professional experience in matters relating to investments who
fall within the definition of “investment professionals” in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the “Order”); or (ii) high net worth entities falling within Article
49(2)(a) to (d) of the Order; or (iii) are other persons to whom it may
otherwise lawfully be communicated (all such persons being “Relevant Persons”).
The requirement to provide an approved prospectus in accordance with the
requirement under section 85 of the Order does not apply as the minimum
denomination of and purchase of the Offer Shares exceeds EUR 100,000 or an
equivalent amount. Consequently, the investors understands that the Offer Shares
may be offered only to “qualified investors” for the purposes of sections 86(1)
and 86(7) FSMA, or to limited numbers of UK investors, or only where minima are
placed on the consideration or denomination of securities that can be made
available. Any investment or investment activity to which this Announcement
relates is only available to, and will only be engaged in with, Relevant Persons
and each UK Applicant warrants that it is a relevant person. Any person who is
not a Relevant Person should not act or rely on this communication or its
contents.
Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as “believe”, “expect”, “anticipate”,
“strategy”, “intends”, “estimate”, “will”, “may”, “continue”, “should” and
similar expressions. Any forward-looking statements in this release are based
upon various assumptions, many of which are based, in turn, upon further
assumptions. Although the Company believes that these assumptions were
reasonable when made, these assumptions are inherently subject to significant
known and unknown risks, uncertainties, contingencies and other important
factors which are difficult or impossible to predict, and are beyond its
control. Actual events may differ significantly from any anticipated development
due to a number of factors, including without limitation, changes in public
sector investment levels, changes in the general economic, political and market
conditions in the markets in which the Company operates, the Company’s ability
to attract, retain and motivate qualified personnel, changes in the Company’s
ability to engage in commercially acceptable acquisitions and strategic
investments, and changes in laws and regulation and the potential impact of
legal proceedings and actions. Such risks, uncertainties, contingencies and
other important factors could cause actual events to differ materially from the
expectations expressed or implied in this release by such forward-looking
statements. The Company does not make any guarantee that the assumptions
underlying the forward-looking statements in this announcement are free from
errors nor does it accept any responsibility for the future accuracy of the
opinions expressed in this announcement or any obligation to update or revise
the statements in this announcement to reflect subsequent events. You should not
place undue reliance on the forward-looking statements in this announcement.
The information, opinions and forward-looking statements contained in this
announcement speak only as at its date and are subject to change without notice.
The Company does not undertake any obligation to review, update, confirm, or to
release publicly any revisions to any forward-looking statements to reflect
events that occur or circumstances that arise in relation to the content of this
announcement.
Neither the Managers nor any of their affiliates makes any representation as to
the accuracy or completeness of this announcement and none of them accepts any
responsibility or liability for the contents of this announcement or any matters
referred to herein.
This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgment. It is not intended as
investment advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities of the Company. Neither the
Managers nor any of their affiliates accepts any liability arising from the use
of this announcement.
The distribution of this announcement and other information may be restricted by
law in certain jurisdictions. Persons into whose possession this announcement or
such other information should come are required to inform themselves about and
to observe any such restrictions.
ATTACHMENTS
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https://kommunikasjon.ntb.no/ir-files/17848634/19051418/16897/Download%20announc
ement%20as%20PDF.pdf
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